BYLAWS FOR NOVO NORDISK NovoNations Association

Version 5.0, 30-JUN-2021

1.           NAME

1.1.      The name of the Association is Novo Nordisk NovoNations Association.

2.           OBJECT

2.1.      The Association was established on 01-Jun-2015 with the object of enabling its members to live and advocate the diversity agenda. NovoNations mission is to bring Novo Nordisk employees together to exchange ideas, professional experience, cultural insights and beliefs in order to strengthen the long-term success and promote better business results of Novo Nordisk A/S in a global, diverse and inclusive environment. NovoNations will do it by:

2.1.1.           Acting as ambassadors for an open company mindset and promoting the value and importance of diversity in everything we do,

2.1.2.           Contributing to a more inclusive workplace and supporting Novo Nordisk talent attraction and retention strategy,

2.1.3.           Promoting the professional and social interests of its members,

2.1.4.           Promoting cohesiveness and a good working environment,

2.1.5.           Promoting the interest in sharing and developing international and national experiences between members,

2.1.6.           Promoting cooperation between the association and management.

2.2.      The Association is politically independent.

2.3.      The Association is non-profit, where all earnings and/or profit goes to the Association mission.

3.           REGISTERED ADDRESS  

3.1.      The registered address of the Association is situated in the Gladsaxe Municipality.

4.           MEMBERSHIP

4.1.      Any person employed and remunerated by Novo Nordisk A/S or by a subsidiary of Novo Nordisk A/S is eligible for membership of the Association. Pensioners, regular external parties, etc., are not eligible for membership.

4.2.      Any Novo Nordisk A/S employee can become a member by signing up in the NovoNations website and paying the required membership fee.

4.3.      Membership period is one year and counts from the day the individual signed up for membership.

4.4.      No reimbursement of membership fees is available in connection with termination and release from the duty to work.

4.5.      Where a member employed by Novo Nordisk A/S or by a subsidiary of Novo Nordisk A/S is terminated and released from the duty to work, the date of such release is the date when their membership of the Association ceases; and from the said date no claims may be raised against the assets of the Association. Where there is no agreement on a release from the duty to work, the date of effective termination will be the date on which members of the Association ceases, and from which no claims may be raised against its assets.

4.6.      In case of protracted illness and/or childbirth, the above is dispensed with.

4.7.      Members are obliged to follow the bylaw, mission of the association and guidelines from the ExecBoard.

4.8.      Novo Nordisk is ultimately responsible for and empowered to decide on the associations that may be set up.

5.           MEMBERS’ RELATIONS TO THE ASSOCIATION

5.1.      Any member has the right to become an Associate Director, without any restrictions, by registering their interest via website to inform the ExecBoard.

5.2.      Associate Directors are not part of the ExecBoard but can assist with the association management under ExecBoard supervision.

5.3.      The General Assembly will determine the extent to which finance and administration of the tasks allocated to the Association will be provided solely through funds collected from individual members, donation, sponsoring and fundraising.

5.4.      Individual members are required to pay membership fees as determined by the General Assembly from time to time.

5.5.      Any member who is in arrears with payment of membership fees to the Association is neither entitled to vote at General Assemblies nor eligible for election to any post in the Association.

5.6.      Members of the Association are not liable for the Association’s debts.

6.           GENERAL ASSEMBLIES

6.1.      General Assemblies are the supreme authority of the Association.

6.2.      The General Assembly can be held as a physical and/or virtual meeting.

6.3.      Only members of the Association are entitled to attend General Assemblies.

6.4.      An ordinary General Assembly must be held until the 30-JUN. Minutes, Bylaws and financial accounting must be sent to the accountant appointed by Novo Nordisk A/S within one month after the ordinary General Assembly has been held and no later than 15-JUL.

6.5.      General Assemblies are convened by the Executive Board (ExecBoard) by giving at least 14 days written notice to be submitted to each member at their email address. The written notice must contain agenda drafted by the ExecBoard, signed annual accounts, a proposed budget for the current financial year and how voting will be done.

6.6.      Proposals submitted by members for consideration at a General Assembly must reach the ExecBoard 7 days before the General assembly. Any matters not entered on the agenda may not be put to the vote.

6.7.      The following items must be considered at an ordinary General Assembly:

6.7.1.           Election of a minutes taker and chairperson of the General Assembly,

6.7.2.           Report from the ExecBoard for the past year,

6.7.3.           Presentation of accounts signed by NN-appointed Accountant and the ExecBoard,

6.7.4.           Timely proposals submitted by members,

6.7.5.           Adoption of budget and determination of membership fees and capital contributions, if applicable,

6.7.6.           Election of ExecBoard members and alternate members of the ExecBoard,

6.7.7.           Appointment of NN-appointed Accountant, if applicable,

6.7.8.           Appointment of administrator, if applicable

6.7.9.           Any other business (no proposals may be put to the vote under this item).

6.8.      The chairperson of the Assembly is to decide any questions of doubt concerning the consideration of/or voting upon a given matter.

6.9.      The minutes' taker of the Assembly, is to prepare the minutes of the Assembly

6.10.   Voting is by a show of hands and/or electronic voting unless the General Assembly or the chairperson of the Assembly decides on anonymously voting.

6.11.   Each member is entitled to one vote per topic, and one vote per ExecBoard position (i.e. up to 7 votes) for the election at General Assemblies. Each member may cast a maximum of one vote per candidate.

6.12.   A member may grant proxy in writing to another member to vote at a General Assembly

6.13.   Electronic voting may start up to 21 days before the day of the General Assembly

6.14.   If election is held, a candidate requires a minimum of 2 votes to be elected to the ExecBoard.

6.15.   Resolutions by the General Assembly will be made by a simple majority of votes unless otherwise stipulated by these Bylaws.

6.16.   In the case of a parity of votes, the topic is discarded. Blank votes are not counted.

6.17.   Minutes of the proceedings will be prepared and finalised by the Assembly minutes taker and afterwards are signed by the chairperson of the Assembly and a person from the ExecBoard; when duly signed, the minutes have full probative force in each and every respect.

6.18.   The ExecBoard must submit the minutes to all members no later than 15 days after the date of the General Assembly.

7.           EXTRAORDINARY GENERAL ASSEMBLIES

7.1.      Extraordinary General Assemblies must be convened in the same manner and subject to the same notice as ordinary General Assemblies and will be held as and when deemed necessary by the ExecBoard, Novo Nordisk A/S or upon written request to the ExecBoard from at least ¼ of the members who are not in arrears with payments to the Association.

7.2.      Such request must include the agenda for the extraordinary General Assembly.

7.3.      When a request for an extraordinary General Assembly has been submitted to the ExecBoard, the General Assembly must be held within 6 weeks from receipt of the request, not including the month of July.

7.4.      If the extraordinary General Assembly is not attended by at least ¾ of the members requesting it, the General Assembly may refuse to consider any items on the agenda.

8.           RESOLUTIONS

8.1.      When a valid resolution on matters of common interest has been reached by the General Assembly, the ExecBoard is authorised to sign on behalf of the membership for any purpose required for the execution of the resolutions of the General Assembly.

9.           COMPOSITION AND STRUCTURE OF THE EXECBOARD

9.1.      The ExecBoard will consist of up to 7 members.

9.2.      The structure of the ExecBoard will be determined by the ExecBoard members (as a minimum the ExecBoard must have a chairperson and a treasurer).

9.3.      The members of the ExecBoard and up to 2 alternate members will be elected for 1-year terms. They may offer themselves for re-election.

9.4.      If the number of ExecBoard members drops below 7 due to retirement, removal or resignation over the year and after the alternate members have joined the ExecBoard, the ExecBoard is entitled to co-opt one or more further Associate Directors until the next General Assembly to fill the open ExecBoard position(s).

9.5.      To become eligible for an ExecBoard position, a NovoNations member has to serve the association administration for at least 3 months as an Associate Director before contesting an election for ExecBoard member position in a General Assembly.

9.6.      Any ExecBoard member; who is absent (excluding vacation and/or medical reasons) for ExecBoard meetings (regular or ad hoc) continuously for 3 meetings, or is deemed inhibiting the governance and administration of the Association, may be removed from the ExecBoard, if there is a two-thirds majority for it by the rest of the ExecBoard.

9.7.      The ExecBoard is unpaid unless the General Assembly decides otherwise.

9.8.      The ExecBoard is in charge of the day-to-day management of the business of the Association, including operation and maintenance of the joint assets and facilities, etc., and exercises administrative powers relating to the Association.

9.9.      The General Assembly may assign all or part of the administrative duties of the Association to an administrator/secretary appointed by the General Assembly.

9.10.   The ExecBoard is not entitled to employ and determine the remuneration etc. of employees to be responsible for operation and maintenance of joint facilities, assets, etc. Such employees should not be a person closely connected to the ExecBoard.

9.11.   The ExecBoard will hold meetings as and when deemed necessary by the Chairperson or 2 ExecBoard members.

9.12.   However, the secretariat group from Novo Nordisk A/S is at all times entitled to convene ExecBoard meetings of its own motion.

9.13.   Minutes of ExecBoard meetings need to be prepared. The minutes must be sent no later than 1 month following the meeting to all members of the ExecBoard.

9.14.   The ExecBoard forms a quorum where at least half of the ExecBoard members attend (rounding upward).

9.15.   Resolutions by the ExecBoard are carried by a simple majority of votes. In case of a parity of votes, the Chairperson has the casting vote.

9.16.   The treasurer must hold a fidelity guarantee insurance if so decided by the ExecBoard. The cost of such insurance will be payable by the Association.

9.17.   For the execution of special duties, the ExecBoard may set up committees consisting of Association members, and/or employed by Novo Nordisk A/S or by a subsidiary of Novo Nordisk A/S. However, at least one ExecBoard member must be part of the committee.

10.        POWER TO SIGN DOCUMENTS

10.1.   The Association will be bound to third parties by the joint signatures of a simple majority of ExecBoard members or of the Chairperson and 1 ExecBoard member. Neither the Association nor the ExecBoard is entitled to enter into agreements concerning personal liability in relation to the business of the Association.

11.        ACCOUNTS AND AUDITS

11.1.   The financial year of the Association is the calendar year.

11.2.   The treasurer will keep accounts of the receipts and expenses of the Association. The bookkeeping and accounts must be approved by the state-authorised public accountant or other accounting expert appointed by Novo Nordisk A/S (hereinafter referred to as the NN-appointed Accountant). In case of any discrepancies, the accounts of the Association are subject to the power of Corporate Finance to examine and rectify.

11.3.   If a new treasurer is appointed, NN-appointed Accountant and Novo Nordisk People & Organisation management must be notified within 1 month.

11.4.   The quarterly cash log must be submitted to Corporate Finance no later than 14 days after the end of each quarter (April 15th, July 15th, October 15th and January 15th) or the latest October 15th for the Q1-Q3 period and January 15th for the Q4 period.

11.5.   The General Assembly will appoint an auditor who must be either a state-authorised public accountant or a registered accountant or an accounting skilled person (i.e. able to ensure the accounting is correctly done) among Association members.

11.6.   If the appointed auditor needs to be changed over the year, the ExecBoard is entitled to appoint a replacement until the next General Assembly.

11.7.   The auditor must not be part of the ExecBoard at the same time.

11.8.   An auditor may be re-appointed.

11.9.   The NN-appointed Accountant reviews and approves the accounts and submits these to the Treasurer by April 30th (in the year following the end of the financial year).

12.        PAYMENTS  

12.1.   Payments by the members must be made to the address or in the manner specified by the ExecBoard or the General Assembly.

12.2.   The Association funds will be deposited with a bank and/or on a giro account in the Association’s name.

13.        MISCELLANEOUS

13.1.   The ExecBoard is required to decide on and solve any matters not provided for by these Bylaws to the best of their ability and belief, but must present the case to the members for their approval at the next General Assembly.

13.2.   In particularly important matters, the ExecBoard must convene an extraordinary General Assembly.

14.        AMENDMENT OF BYLAWS

14.1.   Any resolution by the General Assembly to amend the Bylaws or dissolve the Association is subject to a two-thirds majority of the members attending the General Assembly, provided that members attending the general assembly numbers more than double the number of filled ExecBoard seats (e.g. 15 or more, if the ExecBoard is fully manned).

14.2.   If the required number of members is not present at the Assembly, but where at least two-thirds of the votes cast are in favour of the proposal or dissolution, a new General Assembly will be convened, to be held within 1 month.

14.3.   At that new General Assembly, the resolution may be passed if at least two-thirds of the votes cast are in favour of the amendment proposal or the Association dissolution, regardless of the number of members attending.

15.        As a minimum, the Association must have 10 members. If the membership falls below 10 over 2 years, the Executive Board (ExecBoard) must arrange for the Association to be dissolved on or before June 30th of the following year. 

16.        BUSINESS ETHICS

16.1.   The Association must at all times comply with the Novo Nordisk standard of business ethics. The Novo Nordisk administration may at any time verify compliance with the Novo Nordisk standard.

16.2.    Any noncompliance to Novo Nordisk standard of business ethics or NovoNations mission may lead to exclusion from the Association.

17.        LEGISLATION AND PERMISSIONS

17.1.   The ExecBoard is at all times responsible for and obliged to ensure that activities are conducted in accordance with applicable legislation and executive orders.

17.2.   Consequently, the Association must at all times hold the necessary permissions for the conduct of activities and operations and be duly provided with the mandatory insurance cover.

17.3.   Members are obliged to observe all applicable rules and regulations provided for by public law or association law in relation to the Association, including its members.

17.4.   The ExecBoard is authorized to prepare and maintain policies and guidelines for members’ use of the Association and any associated facilities. The ExecBoard is authorised to point out any failure to observe such policies and guidelines, in serious cases leading to exclusion from the Association.

17.5.   The NovoNations logo must not be used without approval from the NovoNations ExecBoard.